MERION, PA. -- Pennsylvania's Barnes Foundation has to be the quirkiest of great American collections. Its pictures hang in awkward clumps, among bits of antique metalwork torn from ancient doors, on walls covered with brown burlap faded by the sun. Its paintings are not labeled, catalogued or dated. Today their value numbs the mind.

A single canvas by Renoir sold earlier this year for $78.1 million: The Barnes Foundation owns 171 Renoirs. The record price for Cezanne is $17 million: Hanging on those fabric walls are 57 Cezannes. Also on display are 54 Matisses, 25 de Chiricos, eight paintings by van Gogh, some of the best Seurats hanging in America -- and andirons and coffeepots and perforated spoons. The Barnes Foundation's building, part schoolhouse, part chateau, is surrounded by 12 acres of rare shrubs and trees. The building's decorations are Florentine and cubist, African and French. Hornets buzz about its doorway. Its galleries evoke a mood of stubbornness and silliness and mustiness and grandeur. Nothing much has changed here in the past 40 years.

Two very different men now control the institution.

The first is Albert C. Barnes, the enormously irascible and preposterously self-confident chemist and collector, who founded the foundation in 1922. Barnes -- who made his millions from the marketing of Argyrol, the silver nitrate antiseptic put in newborn babies' eyes -- bought these fine French pictures, candlesticks and spoons, and whimsically installed them, and fought with art world experts, and did as he damned pleased. His foundation is today exactly as he left it. It still celebrates his methods, his prophetic taste and his wrongheadedness as well. He would neither lend nor borrow art. He kept the public from his gallery. He seems to rule it from the grave, as he did in life, with a fierce contentious will.

The second is Richard H. Glanton, 43, a lawyer new to art, whom the foundation's board elected as its president July 20. Like Barnes, he was born poor. Glanton spent his childhood in the rural segregated South, in Villa Rica, Ga. He's a graduate of West Georgia College and the University of Virginia Law School, and a former deputy counsel to Richard L. Thornburgh, now attorney general, then the governor of Pennsylvania. Glanton's voice is soft, his words are chosen with care. He's a man who understands big law and big politics, big business and its balance sheets, and the workings of the world. You sense that when you meet him. He has a 25th-floor glass-walled corner office at Reed Smith Shaw & McClay, the Philadelphia law firm. He's worked for railroads and airlines, he's raised money for George Bush. Glanton drives a black Mercedes whose license plate bears the single digit "6." "I was the governor's lawyer," he explains.

Barnes and Glanton never met. When Barnes was killed at 79 in 1951 -- his Packard was demolished by a 10-ton trailer truck -- Glanton was just 5.

Sometimes when Glanton ponders how he came to be the man primarily responsible for all those Renoirs and Cezannes, those Seurats and rare trees -- and when he pauses to consider the dilemmas that confront him, the assets he cannot expend and the barriers that restrain him -- he must sometimes get the feeling that he has been retained by a daunting, cantankerous and most demanding ghost.

For Albert Barnes, in some way, selected Richard Glanton. When Barnes gazed into the future, trying to imagine his eventual successor, he had somebody like Glanton very much in mind.

Barnes wanted an outsider, someone unattached to the colleges and galleries he courted, then rejected. And he wanted someone black.

Nine months before he died, Barnes took steps to assure that America's black community would play a major role in his foundation's future. He amended the trust indenture so that the foundation's bylaws require governing trustees to be chosen for their posts by Lincoln University, a historically black school in nearby Chester County. Its graduates include Justice Thurgood Marshall, poet Langston Hughes, and Kwame Nkrumah, the first president of Ghana. Glanton, like his immediate predecessor, the late Franklin H. Williams, once U.S. ambassador to Ghana, was nominated by Lincoln. Today the Barnes Foundation is the only Eurocentric great American collection whose board is mostly black.

Barnes's reliance on Lincoln surprised Main Line Philadelphia, as of course he knew it would. But then Barnes loved nothing more than disquieting socialites and toffs. Dilettantes of culture, hoity-toity connoisseurs, and those who viewed the act of walking among pictures as a pleasurable diversion made Barnes see red with rage. "At no time after death of said Donor," growl the foundation's bylaws, "shall there be held ... any society functions commonly designated receptions, tea parties, dinners, banquets, dances, musicales or similar affairs."

Wealthy Philadelphians, especially the many Barnes had barred from his foundation, suspected, with some reason, that they would have been admitted had their skins been black. Some spitefully suggested that Barnes let in black visitors because they made him feel superior. Bertrand Russell, for example (who had taught at the foundation, and had feuded with its founder) once remarked that Barnes "could openly get on with dogs and coloured people because he did not regard them as equals." But that does Barnes an injustice. Barnes was deeply moved by the spirit of black culture for most of his life.

He was one of the first serious American collectors of African tribal sculpture. He was an enthusiastic champion of Horace Pippin, the black Philadelphia painter. He gave fellowships to blacks, befriended them and hired them. Black music made his heart sing. Barnes detected in black culture -- as in the early modern pictures he collected -- a vitality and vigor, an energy he loved.

"My experience with the Negro," he wrote in 1936, "began when I was eight years old. It was at a camp-meeting in Merchantville, New Jersey, and the impression was so vivid and so deep that it has influenced my whole life. ... The thrill was so intense that it held me enthralled. ... I know now that I was then having my first religious experience. ... I became an addict to Negro camp-meetings, baptizings, revivals and to seeking the company of Negroes. ..." In 1927, Barnes had briefly contemplated having his foundation "serve as a national center for the development, by scientific educational methods, of the rare artistic and mental endowments of the Negro. ... The best hope for the artistic salvation of America," he continued, "lies in systematic development of the extraordinary native artistic endowments of the Negro."

Barnes rarely spoke so warmly of scholars in the world of art. Instead he took great pleasure in blasting them with insults. A letter that Barnes wrote to collector R. Sturgis Ingersoll, one of the trustees of the Philadelphia Museum of Arts (Barnes referred to him as "Sturgeon"), suggests his delight in invective: "I was already familiar with your reputation in Paris as a boob to whom the dealers could sell any worthless picture as long as it bore the name of a well known artist -- a reputation amply corroborated in Philadelphia by the junk you exhibit in public as your collection of modern art. I knew also of your activities among the group of tea-tasters, morons and social parasites to whom you purvey piffle in the form of lectures on modern art."

Barnes sneered at art historians too, and would not let them see his pictures. Meyer Schapiro, the eminent historian, was more than once refused admission to the galleries. So was Erwin Panofsky, the great Princeton scholar, who finally succeeded -- but only when he showed up, in livery and puttees, disguised as a chauffeur. Well-known intellectuals were often similarly rejected. When T.S. Eliot made it known that he would like to come and see the foundation's paintings, Barnes responded, "Nuts!"

But Barnes, who liked plain speech, and liked to see himself as a tough guy and a roughneck ("one could have struck a match on his neck," remarked Lord Kenneth Clark), had a soft spot for the common folk. It says so in the bylaws: "The plain people, that is, men and women who gain their livelihood by daily toil in shops, factories ... stores and similar places, shall have free access to the art gallery" is the way it's phrased. But mild folk who seemed less "plain" were often turned away. James Michener, the writer, while a Swarthmore student, applied three times for admission, and three times was ignored, until at last he claimed to be a worker in a steel mill, a credential he suspected (rightly, as it turned out) would pry open the doors.

In other ways as well the Barnes has often seemed bullheaded. It has never published a catalogue of its collection. Its archives, such as they are, are still closed to outside scholars. Because the founder and his acolytes hated color reproductions, photographs in color of the pictures he collected have never been allowed.

Glanton, it is clear, has his work cut out for him.

Take money, for example. Despite the value of its pictures, the place has little cash. Glanton says the endowment is now "about $10 million." Annual income is almost certainly less than a tenth of that amount, and once salaries are set aside for its "approximately 40 employees," there cannot be much left.

In some ideal world, the Barnes might well consider, say, selling off a Renoir (or perhaps a dozen), or sending works on tour to raise funds, or lending major pictures to sister institutions. But the bylaws are insistent. Such moves are not allowed.

Still some minor changes may well be in store.

"An appropriately scholarly catalogue may well be researched," says Glanton, "and such a publication might well generate some income." Nothing in the bylaws, but only Barnesian tradition, prohibits the publication of color reproductions. Glanton says that ban "might be reconsidered too. There have obviously been improvements in the quality of color photography, and they have to be considered."

Though Barnes loved heaping scorn on scholars, Glanton and his colleagues do not share his hostilities. The Barnes already has begun a series of informal consultations with museum specialists from the Philadelphia Museum, New York's Metropolitan, the Smithsonian Institution and the National Gallery of Art.

"We're listening," says Glanton. "I think there's real merit in getting the views of representatives of leading institutions to discuss ways the Barnes could broaden its mission. One of our duties is to make sure that the Barnes is operated in a way that comports with modern museum practices. And we have to look for ways to raise additional revenues. We're open to advice."

"This is an idiosyncratic institution," Glanton said. "It has a special mission, and a special character. But the bylaws and the strictures of the foundation's trust indenture are not carved in stone. With the court's permission, amendments might be made. I have no fanatical commitment to following those aspects of the indenture that don't make sense. Any changes will have to be evolutionary. But changes will be made."

While its founder was alive, and for many years thereafter, the foundation was the least known -- and least visited -- of great American collections. That's the way Barnes wanted it. His galleries, he argued, were set aside for those who would pledge themselves to studying Barnes's ways of reading art.

Barnes, a self-taught aesthetician, believed he could discern what he called "the art in painting" as well as any man alive. He'd figured out a system, a system he described as an "objective" and "scientific" way of finding quality in pictures, and his foundation was devoted to developing the gospel of the complex, formalistic method he'd designed. His foundation, he insisted, was a school for serious students of Barnesian aesthetics, not a public art museum. All its works of art were, so he insisted, educational tools, instruments for teaching the Barnesian approach to finding quality in art.

Doubters were not welcome. Almost nobody was welcome. Until 1960 -- when a lawsuit instigated by Walter Annenberg, then the publisher of the Philadelphia Inquirer, resulted in the public gaining entry on the weekends -- most who sought admission were rejected by the Barnes. In 1956 only 326 visitors got in.

Though passes of admission no longer are required, the Barnes is still far less accessible to visitors than most American museums. Because of the classes there conducted it is only open to the public 2 1/2 days each week -- Fridays and Saturdays from 9:30 to 4:30, and Sunday afternoons from 1 to 4:30.

Barnes and his disciples thought that the foundation was just fine as it was, dull brown walls and all. As Glanton knows full well, the foundation's bylaws are written so restrictively that in most important matters the trustees' hands are tied. That's the way Barnes wanted it. The man detested change.

"At the death of Donor," say the bylaws, "the collection shall be closed, and thereafter no change therein shall be made by the purchase, bequest or otherwise obtaining of additional pictures, or other works of art. ... No picture belonging to the collection shall ever be loaned, sold or otherwise disposed of. ... " Nor "shall the art gallery be used for exhibitions ... of any work{s} whatsoever that are not the property of the Barnes Foundation." In short, the place was meant to be impervious to change.

There is no other explanation for its baffling installations. The "wall pictures" that Barnes composed -- of door hinges and latches and paintings old and new -- are rigorously symmetrical. And irritating too. Some of the best paintings, Cezanne's "Bathers," for example, are so high above the floor that they can't be clearly seen. But re-hangings are prohibited. All the pictures, say the bylaws, "shall remain in exactly the places" they occupied at the time of Barnes's death.

Though Barnes believed himself a scholar, his hangings, and his writings, often suggest otherwise. The "old masters" he installed among his Renoirs and Cezannes are often coarsely misattributed. And though his writings are still used as texts by the foundation's students, much of what he wrote is questionable at best.

Barnes cared nothing for iconography, or for social history, and less for provenance. "The Art in Painting," his most ambitious book, is a volume full of howlers: Botticelli's "Spring" and "Birth of Venus" are offhandedly dismissed as "high class decorations which cannot be considered seriously as works of great art." Raphael is condemned as "the antithesis of profundity." Leonardo is "denied a place among the greatest artists." Fragonard, one of the finest of French draughtsmen, is slammed for his "weak drawing." Hals "lacks originality," Watteau is "superficial," and Turner's swirling visions, or so Barnes informs us, "have no place in art."

But Renoir has no flaws. It is nearly impossible to wander through the Barnes without growing deeply sick of Renoir's meretricious still lifes and repetitious nudes. But Barnes thought Renoir tops. The Frenchman, he informs us, has "a greater command of means, greater variety of effect, and certainly a more lavish and richer decorative quality than any other painter."

There is in Barnes's pronouncements something almost cultish. Pity the poor student who obediently accepts Barnes's writings whole.

With every passing day the institution he created seems increasingly misguided. Barnes, for once, was right when, in 1929, he told young Joseph Alsop, "just remember, young man, these pictures you're going to see are the old masters of the future, the old masters of the future!" But now the future has arrived. "The Joy of Life" by Matisse, "The Card Players" by Cezanne, "The Models" by Seurat and other masterworks he purchased can no longer be regarded merely as the old curmudgeon's personal possessions. They are simply too important to the history of culture. Why should they not be studied, thoroughly researched, photographed in color, or displayed so one can see them? One can feel the pressure building. Glanton and his colleagues, perhaps aided by the courts, will someday have to move to ease the trust indenture's more preposterous restrictions. But that hasn't happened yet. Today the Barnes Foundation, like the man himself, still seems to thumb its nose at the wider world of art.